Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of the Company's historical performance and financial condition should be read together with the consolidated financial statements and related notes in "Item 8. Financial Statements and Supplemental Data" of this Report. This discussion contains forward-looking statements based on the views and beliefs of our management, as well as assumptions and estimates made by our management, see "Cautionary Statement Regarding Forward-Looking Information". These statements by their nature are subject to risks and uncertainties, and are influenced by various factors. As a consequence, actual results may differ materially from those in the forward-looking statements. See "Item 1A. Risk Factors" of this report for the discussion of risk factors.

Summary of The Information Contained in Management's Discussion and Analysis of Financial Condition and Results of Operations

Our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

	●	Plan of Operations. A description of our plan of operations for the next 12 months including required funding.
	●	Results of Operations. An analysis of our financial results comparing the years ended December 31, 2024 and 2023.
	●	Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition.
	●	Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

Plan of Operations

We had an accumulated deficit of $30,138,568 as of December 31, 2024. We may however require additional funding in the future. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate revenues.

Results of Operations

Results of Operations for the year ended December 31, 2024 Compared to the year ended December 31, 2023.

We generated no revenues for the year ended December 31, 2024 or 2023.

For the year ended December 31, 2024 and 2023, general and administrative expenses, consisting of stock-based compensation, salaries, legal fees, audit fees and miscellaneous administrative costs that totaled $793,749 and $69,875, respectively, an increase of $723,874 from the prior period, which increase was mainly the result of an increase in stock based compensation in connection with warrants issued to James Askew and AKA, LLC. In addition $40,000 in salary was paid to Ron Boreta in 2024. Legal fees totaling over $64,000 paid in 2024 contributed to the loss.

We had a net loss of $793,749 and $69,875, for the years ended December 31, 2024, and 2023, respectively, which net loss increased for the reason described above.

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Liquidity and Capital Resources

The following table summarizes our current assets, liabilities, and working capital at December 31, 2024 and December 31, 2023.

	December 31, 2024	December 31, 2023	Increase / (Decrease)
			$
Current Assets	$2,319,280	$38	$2,319,242
Current Liabilities	$46,915	$610,287	$(563,372)
Working Capital (Deficit)	$2,272,365	($610,249)	$2,882,614

The increase of $2,882,614 in working capital was mainly due to an increase of $2,319,242 in cash, relating to cash raised in a private offering in November 2024, and a decrease in amounts due to related parties to $0 as of December 31, 2024, compared to $587,607 as of December 31, 2023, as a result of the terms of the Purchase Agreement, discussed above.

Cash Flows

We had $149,377 of net cash used in operating activities for the year ended December 31, 2024, which was mainly due to $793,749 of net loss, offset by $619,867 of stock-based compensation expense. We had $56,229 of net cash used in operating activities for the year ended December 31, 2023, which was mainly due to $69,875 of net loss, offset by $13,646 of accounts payable and accrued expenses.

We had $10,050 and $0 of net cash used in investing activities for the years ended December 31, 2024 and 2023, respectively, which was due to purchase of property and equipment in 2024.

We had $2,478,669 and $56,229 of net cash provided by financing activities for the years ended December 31, 2024 and 2023, respectively, which for the 2024 period was mainly due to the issuance of common stock pursuant to a private placement for net proceeds of $2,472,606 and for the 2023 period was mainly due to proceeds from related party in connection with shares issued in exchange for elimination of related party balance due.

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, for the years ended December 31, 2024 and 2023, the Company had net loss of $793,749 and $69,875, respectively As of December 31, 2024, we had an accumulated deficit of $30,138,568. These factors raise substantial doubt about the company's ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company has no significant assets and continues to depend on equity raises to provide funds to pay its ongoing expenses. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued.

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The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company's discussion and analysis of its financial condition and operating results require the Company's management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

"Note 2. Summary of Significant Accounting Policies" in the Notes to Financial Statements in Part II, Item 8, of this Report, describe the significant accounting policies and methods used in the preparation of the Company's consolidated financial statements.

Related party transactions

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 718, "Compensation-Stock Compensation". ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. Stock option forfeitures are recognized at the date of employee termination.

Recent Accounting Developments

The Company believes there are no new accounting standards adopted but not yet effective that are relevant to the readers of our financial statements.